INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
30,000,000 Units Thunder Bridge Capital Partners III Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
Thunder Bridge Capital Partners III Inc., a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “ Public Units”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as th
Thunder Bridge Capital Partners III Inc. Great Falls, VA 22066Letter Agreement • February 2nd, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), Morgan Stanley & Co., LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2021, is made and entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and TBCP III, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holders”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 2nd, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, and TBCP III, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066.
THUNDER BRIDGE CAPITAL PARTNERS III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of _____, 2021Warrant Agreement • February 2nd, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2021 is by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
